The Topps Company has rejected an offer of $10.75 per share from a company described as 'the principal competitor of [Topps'] entertainment business,' probably from rival Upper Deck, citing antitrust and financing concerns, according to a recent SEC filing. Since Upper Deck is a direct competitor with Topps in both sports and entertainment cards, getting past the antitrust issues could be considerably more difficult that with the $9.75 transaction.  Topps also expressed concerns over the 'the lack of any evidence of the interested party's financial capability to consummate a transaction,' and 'the inclusion of a cap on the interested party's liability with respect to its breaching of a definitive merger agreement' in the offer.   

Topps had already accepted an offer of $9.75 from Michael Eisner's Tornante Company (see 'Topps Company To Be Acquired') and the acquisition has passed regulatory muster (see 'Topps Deal Clears Antitrust Hurdle').  If Topps did want to go with the higher bid from Upper Deck, it would have to pay an $8 million 'breakup fee' to the Eisner-controlled company.

The dissidents on the Topps Board of Directors are trying to get Topps to reconsider the higher offer (see 'Topps Dissidents Not Happy'), but time is running short.